0001047469-05-004429 Sample Contracts

CREDIT AGREEMENT dated as of June 30, 2004 among VERIFONE INTERMEDIATE HOLDINGS, INC., VERIFONE, INC., THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, Senior Collateral Agent, Second Lien Collateral Agent,...
Credit Agreement • February 23rd, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York

This Credit Agreement is entered into as of June 30, 2004 among VERIFONE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), VERIFONE, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent for the Lenders, Collateral Agent for the Senior Lenders, Swing Line Lender and L/C Issuer, BANK OF AMERICA, N.A., as Collateral Agent for the Second Lien Lenders, CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH, as Syndication Agent, and WELLS FARGO BANK, N.A., as Documentation Agent.

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CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • February 23rd, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • California

THIS AGREEMENT is entered into with effect from July 1, 2004, by and between VeriFone Holdings, Inc., a Delaware corporation (“VeriFone”), and the executive named on such signature page (“Executive”).

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AMENDMENT TO SENIOR MANAGEMENT AGREEMENT
Senior Management Agreement • February 23rd, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers)

This AMENDMENT TO SENIOR MANAGEMENT AGREEMENT is dated as of December 27, 2004 (this “Amendment”), by and among VeriFone Holdings, Inc., a Delaware corporation (the “Company”), VeriFone, Inc., a Delaware corporation (the “Employer”) and Douglas G. Bergeron (the “Executive”).

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AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 23rd, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers)

This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT is dated as of November 30, 2004 (this “Amendment”), by and among VeriFone Holdings, Inc., a Delaware corporation (the “Company”), GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR Fund VII”), Douglas G. Bergeron and JPMorgan Trust Company of Delaware as co-trustees of The Douglas G. Bergeron Family Annuity Trust uta dtd 10/15/04 (the “DGB Annuity Trust”), Sandra E. Bergeron and JPMorgan Trust Company of Delaware as co-trustees of The Sandra E. Bergeron Family Annuity Trust uta dtd 10/15/04 (the “SEB Annuity Trust”), Douglas G. Bergeron and Sandra E. Bergeron, Trustees or their successors in interest under the terms of the Bergeron Family Trust, dated October 15, 2004 (the “DGB/SEB Family Trust”, and together with the DGB Annuity Trust and the SEB Annuity Trust, the “Trusts”), Douglas G. Bergeron (“Executive”) and DGB Investments, Inc., a Delaware corporation (“DGBI”).

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PLEDGE AGREEMENT dated as of June 30, 2004 among THE LOAN PARTIES FROM TIME TO TIME PARTY HERETO, and BANK OF AMERICA, N.A., as Senior Collateral Agent
Pledge Agreement • February 23rd, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York

PLEDGE AGREEMENT dated as of June 30, 2004 (as amended, modified or supplemented from time to time, this “Agreement”) among the LOAN PARTIES from time to time party hereto and BANK OF AMERICA, N.A., as Senior Collateral Agent for the benefit of the Senior Finance Parties referred to herein.

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PATENT LICENSE AGREEMENT
Patent License Agreement • February 23rd, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York

This Patent License Agreement (“Agreement”) is made and effective as of the November 1, 2004 (“Effective Date”) by and between NCR Corporation, a Maryland corporation, having a principal place of business at 1700 S. Patterson Blvd., Dayton, Ohio 45479 (hereinafter “NCR”), and VeriFone, Inc., a California corporation having a principal place of business at 2099 Gateway Place, Suite 600, San Jose, CA 95110-1093, (hereinafter “VeriFone”).

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SECURITY AGREEMENT dated as of June 30, 2004 among THE LOAN PARTIES FROM TIME TO TIME PARTY HERETO and BANK OF AMERICA, N.A., as Senior Collateral Agent
Security Agreement • February 23rd, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York

SECURITY AGREEMENT dated as of June 30, 2004 (as amended, modified or supplemented from time to time, this “Agreement”) among the LOAN PARTIES from time to time party hereto and BANK OF AMERICA, N.A., as collateral agent for the Senior Finance Parties (in such capacity, together with its successors, the “Senior Collateral Agent”).

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SENIOR MANAGEMENT AGREEMENT
Senior Management Agreement • February 23rd, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • Delaware

THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of July 1, 2002, among VeriFone Holdings, Inc., a Delaware corporation (the “Company”), VeriFone, Inc., a Delaware corporation (“Employer”), and Douglas G. Bergeron (“Executive”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 23rd, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 1, 2002, by and among (i) VeriFone Holdings, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Company”), (ii) GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR Fund VII”), GTCR Co-Invest, L.P., a Delaware limited partnership (“GTCR Co-Invest”), and GTCR Capital Partners, L.P., a Delaware limited partnership (“GTCR Capital”), (iii) the TCW/Crescent Lenders (as defined herein), (iv) each executive on the attached “Schedule of Holders” and any other executive employee of the Company or its Subsidiaries who, at any time, acquires securities of the Company in accordance with Section 8 hereof and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (each, an “Executive” and collectively, the “Executives”), and (v) VF Holding Corp., a Delaware corporation (formerly known as VeriFone Holding Corp.) (“Seller”), and each of the other entiti

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